BeWhere Holdings Inc.

February 08, 2016 17:24 ET

BeWhere Holdings Inc. Announces Closing of RTO and Non-Brokered Private Placement Offering

TORONTO, ONTARIO--(Marketwired - Feb. 8, 2016) - BeWhere Holdings Inc. (formerly, Greenock Resources Inc.) ("BeWhere Holdings" or the "Company") (TSX VENTURE:BEW) is pleased to announce that it has completed its reversed takeover transaction (the "RTO") with BeWhere, Inc., and the concurrent non-brokered private placement (the "Offering") of the Company, previously announced pursuant to a press release dated September 21, 2015.

On closing of the RTO, the Company acquired all of the issued and outstanding shares of BeWhere Inc. ("BeWhere"), an arms' length private Ontario corporation carrying on the business of inventory management and control. The RTO was conducted pursuant to a share exchange agreement effective November 6, 2015 and, as part of the RTO, the shareholders of BeWhere received 18,999,996 common shares in the capital of BeWhere Holdings at a deemed price of $0.15 per share on a pro-rata and post-consolidation basis. The Company will resume trading on the TSX Venture Exchange on February 9, 2016 under the symbol "BEW".

Additional information concerning the RTO and the Offering can be found in the Company's filing statement which is available from the Company's profile on SEDAR, at

The Offering

Pursuant to the Offering, the Company wishes to announce that it has oversubscribed its offering of $2,000,000 and received gross proceeds of $2,034,450.45 representing the issuance of Units (a "Unit"). Each Unit consists of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder thereof to purchase one Share at an exercise price of $0.25 per Share at any time up to 36 months following the Escrow Release Date.

The Company intends to use the proceeds of the Offering to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer. All securities issued pursuant to the Offering are subject to a four month hold period, to end on June 5, 2016.

Resignation of Officers and Directors

The company wishes to announce the resignations of officers Johnathan Dewdney, CEO, and Ryan Cheung, CFO, effective February 4th 2016. The company also wishes to announce the resignations of Directors Ryan Cheung, Michael Blady, and Brendan Purdy effective February 4th, 2016. The company wishes to thank them for their efforts and wishes them well in future endeavours.

Appointment of Officers and Directors

In conjunction with the completion of the RTO, Mr. Owen Moore has been appointed Chief Executive Officer, and Director of BeWhere Holdings Inc. Mr. Christopher Panczuk has been appointed Chief Operating Officer and Director. Mr. Robert Allen has been appointed Chief Financial Officer of the Company. Mr. Paul Christie and Mr. Kieran O'Briain have each been appointed as Directors of the Company.

Owen Moore Bsc, Msc - Chief Executive Officer and Director

Mr. Owen Moore is the Chairman and CEO of BeWhere. Mr. Moore was President and Co-Founder of Grey Island Systems International until successfully selling the company in October 2009. Shortly after earning his M.Sc. at York University, Mr. Moore co-founded Grey Island Systems International, a publicly traded Canadian/U.S. manufacturer and seller of real time internet-based vehicle monitoring and predictive arrival systems. In his roles there, first as CFO then as President, Mr. Moore drove an almost 50-fold increase in revenue to $24 million in less than ten years. In November 2012, Mr. Moore joined BSM Wireless as the Executive Vice President of Sales.

Chris Panczuk - Chief Operating Officer and Director

Mr. Chris Panczuk is the President and Secretary of BeWhere Inc. Chris Panczuk started in the Telematics industry in 1998 and was with BSM Wireless until 2014. Chris was the Vice President of Enterprise Sales at BSM Wireless Incorporated. He was responsible for building and designing specific solutions for key verticals, and advocating enterprise account relationships through advancement of business solutions.

Robert Allen - Chief Financial Officer and Corporate Secretary

Robert (Bob) Allen, CA, served as Chief Financial Officer and Vice President of Finance at TimberWest Forest Corp. from 2010 to 2012. Mr. Allen joined TimberWest with a strong background in both the BC forestry industry and financial management with 20 plus years of experience building, leading, and advising corporations through complex restructurings, acquisitions/divestitures, and capital market transactions. Prior to joining TimberWest, Mr. Allen served as Chief Financial Officer of Ainsworth Lumber Co. Ltd. from November 2003 to November 2, 2009. Mr. Allen is a Chartered Accountant and he also holds a BSc in Agriculture from the University of British Columbia.

Kieran O'Briain, - Director

Kieran (Kee) O'Briain is the founder/CEO of KEE Human Resources, a leading Human Resources company in the transportation & distribution industry. KEE Human Resources employs of over 300 employees working out of offices across Canada to best serve its clients, some of whom are the largest trucking companies in Canada, operating over 10,700 vehicles and employing over 5,000 people. Mr. O'Briain serves on the Board of Directors of the Allied Trades Division of the Ontario Trucking Association and remains actively involved in a number of other trucking associations including the Canadian Trucking Alliance and the Alberta Motor Transportation Association.

Paul Christie - Director

Mr. Christie, is a former director of Grey Island Systems International Inc. Mr. Christie also served as the Supervisor of the Toronto District School Board for the 2002-2003 and 2003-2004 school years. Prior to that Mr. Christie was a Toronto and Metro Councillor for the Metroward of East Toronto from 1985-1997. From 1991, he served as a Toronto Transit Commissioner, becoming its chair in 1994. He has also served as a Board Member of Toronto East General Hospital, The Riverdale Hospital, O'Keefe/Hummingbird now the Sony Centre for the Performing Arts, the Toronto Zoo, the City of Toronto Non-Profit Housing Corporation (Cityhome) and a variety of community agencies.

About BeWhere:

BeWhere Inc. ("BeWhere") is an Internet provider of real-time information on equipment, tools and inventory in transit and at facilities. BeWhere designs and manufactures beacons and develops mobile applications, middle-ware and cloud based solutions enabling a level of operational visibility that was previously unavailable and / or cost prohibitive. BeWhere, a patent-pending solution, serves the emergency service, construction, utility and transportation industries.

BeWhere sells and markets its products through a network of distribution and technology companies. To date, BeWhere has secured distribution agreements with an impressive roster of resellers including a major telecommunications provider, leading vehicle telematics providers and logistic and supply chain management solution providers.


Owen Moore, CEO

BeWhere Holdings Inc.

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